COPART INC — Director's Dealing 2008

Dec 16, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2008-12-11

Reporting Person: Rosenstein Barry (Director)
Reporting Person: JANA PARTNERS LLC (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-11	Stock Option	$26.15	A	20000	Acquired	2017-12-11	Common Stock (20000)	Direct

Footnotes

F1: 2007 Equity Incentive Plan. JANA Partners, LLC ("JANA") and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein.

F2: One half of the options vest on the first anniversary of the date of grant and the balance vest on a monthly basis over the 12 months succeeding such first anniversay.

F3: Not applicable.